The following terms and conditions (hereinafter referred to as the "Agreement") shall apply for companies' and other organiza-tions' (hereinafter referred to as the "Customer") trial use of Trustpilot A/S' (hereinafter referred to as "Trustpilot") "Review Service" (hereinafter referred to as the "Trustpilot Service").
Trustpilot's "Guidelines for the use of the Trustpilot Services" (hereinafter referred to as the "Guidelines") and Trustpilot's guidelines for the use by the Customer of Trustpilot's trademarks, logos, standardized graphic arts (hereinafter referred to as the "Trademark Guidelines") in force at any time, shall apply as an integrated part of the Agreement. The current version of the Guidelines is appended as appendix 1 and the Trademark Guidelines is available on www.trustpilot.com.
1.1 Acceptance of the Agreement
The Agreement becomes binding and effective upon Customer's acceptance via a web form or similar when Customer clicks on the designated "accept" button.
1.2 The term of the Agreement
Term of the Agreement is 14 days from the Customer's acceptance whereupon the Agreement expires immediately.
Trial use of the Trustpilot Service is free of charge.
2.1 In accordance with the Agreement, Trustpilot shall provide the following services to the Customer during the term of the Agreement:
2.1.1 A company profile page for the Customer on the Trustpilot Service where a text review and a rating score can be posted by users of the Trustpilot Service. An overall rating score of the Customer will be calculated automatically by Trustpilot (hereinafter referred to as the "TrustScore")
2.1.2 The option to enable an order-ID validation for reviews posted on the Customer's company profile. The order-ID validation provides a verification system to verify order-ID's associated with a review. Order-ID valida-tion does not provide retroactive validation of reviews posted prior to its activation. Trustpilot may at any time and without notice discontinue or change the order-ID validation service.
2.1.3 Trustpilot's logos, graphics and trademarks (hereinafter referred to as "Trustpilot Designs") as specified in the Trademark Guidelines, which the Customer may use to display TrustScore and review snippets on the Customer's website and in the Customer's sales promotion materials in accordance with. section 10. Any oth-er use of Trustpilot's Designs, including use in TV commercials, is only permitted if prior written consent is obtained from Trustpilot.
2.1.4 A review invitation service (the "Review Invitation Service"), which on Customer's activation sends an e-mail to customers of the Customer (the "Consumer") with an invite to post a review of the shopping experience. The e-mail includes an invitation text and a direct link to the Trustpilot Service, where the Consumer can reg-ister on the Trustpilot Service and provide a review of the Customer simultaneously. The e-mail is sent by Trustpilot on behalf of the Customer and it is thus a precondition for the Review Invitation Service that the Customer provides Trustpilot with the necessary contact data cf. 3.3.
2.2 Data responsibility
The Customer agrees to comply with its obligations under European Directives 95/46/EC and 2002/58/EC (as amend-ed or updated from time to time) and any legislation and or binding regulations implementing or made pursuant to them ("Data Protection Requirements")
The Customer shall only be regarded as the data controller of the personal data of the Consumer, which is provided to Trustpilot in connection with the Review Invitation Service. When providing the Review Invitation Service to the Customer, Trustpilot is processing personal data about the Consumers on behalf of the Customer and thus acting as a data processor in accordance with the Data Protection Requirements. This entails that Trustpilot shall only act by in-structions from the Customer in regards to the provided personal data about the Consumers. It is the sole responsi-bility of the Customer to provide such instructions to Trustpilot. Trustpilot shall make the necessary security measures to comply with the obligations of a data processor, including ensuring that the information is not (i) acci-dentally or unlawfully destroyed, (ii) lost, altered or damaged, (iii) disclosed to or accessed by any unauthorized per-son, (iv) misused or (v) in other ways treated in violation of the Data Protection Requirements. On the Customer's re-quest, Trustpilot shall, in line with and to the extent provided for in the Data Protection Requirements, supply the Customer with sufficient information for the Customer to assure that the above-mentioned technical and organiza-tional security measures have been made.
The Customer has access to Trustpilot support via e-mail to firstname.lastname@example.org.
2.4 Consumer conduct on the Trustpilot Service
For the avoidance of doubt Trustpilot shall not be responsible for and assumes no liability for the Consumers' conduct on or use of the Trustpilot Service, including the content published by the Consumers.
3.1 The Customer's general obligations
The Customer shall be obligated to a) Comply with the Agreement, the Guidelines and the Trademark Guidelines in force at any time; b) Only use the Trustpilot Service on the website(s) covered by the Agreement; and c) Comply with applicable law at all times.
The password to the Trustpilot Service, which is provided to or created by the Customer in connection with the Agreement for login etc., shall only be used by and for the Customer.
3.3 Usage of the Review Invitation Service
If the Customer enables the Review Invitation Service the Customer shall provide the necessary data for Trustpilot to create and send e-mail invitations to Consumers cf. 2.1.4. The data shall be sent to Trustpilot using the provided in-terfaces and include name, e-mail address and order ID. The Customer warrants and represents that the Customer is entitled to allow Trustpilot to process these data as required to deliver the Review Invitation Service (including hav-ing obtained all necessary consents from the Consumers) and that the use of such data by Trustpilot to deliver the Review Invitation Service shall not breach Data Protection Requirements.
3.4 Inviting Consumers to submit reviews of the Customer
The Customer may invite the Consumers to submit reviews, e.g. by enabling the Review Invitation Service. However, the Customer shall invite all Consumers to submit reviews or no one. The Customer may not invite selected Consumers. The text in the invitation to submit a review shall be unbiased and independent of whether the Consumer is expected to have had a positive or negative experience in connection with her/his purchase at the Customer. The language in the invitation to submit a review shall be neutral and without attempts to e.g. (i) influence the Consumer in a positive or negative direction or (ii) attract specific types of Consumers. Trustpilot reserves the right to carry out random checks of the Customer's email invitations to ensure that the Customer fulfills its obligations in this regard.
3.5 If the Customer displays the TrustScore and/or Trustpilot Stars on the Customer's website the Customer shall ensure that the displayed TrustScore and Trustpilot Stars are always accurate and reflects the Customer's actual awarded number of Trustpilot Stars and TrustScore on Trustpilot's website.
The Agreement shall not be regarded as Trustpilot's approval, endorsement or recommendation of the Customer, the Customer's products or services. The Customer may not market itself or by other way give public declarations in conflict with the above.
5.1 The Guidelines Trustpilot shall be entitled to modify and make changes to the Guidelines from time to time and the latest version will be available on Trustpilot's website. Trustpilot will give the Customer prior notice if changes are made to the Guidelines. The latest version at any time of the Guidelines shall be an integrated part of the Agreement. Subsequent versions shall thus replace previous versions as appendix 1 to the Agreement, and the Customer agrees that the con-tinued use of the Trustpilot Service after any posted modified version of the Guidelines is the Customer's acceptance of the modified Guidelines.
5.2 The Trademark Guidelines
Trustpilot shall be entitled to modify and make changes to the Trademark Guidelines from time to time and the latest version will be available on Trustpilot's website. Trustpilot will give the Customer prior notice if changes are made to the Trademark Guidelines. The latest version at any time of the Trademark Guidelines shall be an integrated part of the Agreement. The Customer agrees that the continued use of the Trustpilot Service after any posted modified version of the Trademark Guidelines is the Customer's acceptance of the modified Trademark Guidelines.
6.1 Termination for cause
Trustpilot may terminate the Agreement for cause with immediate effect on written notice if the Customer is in material breach of the Agreement.
The Customer's breach of the Guidelines, Trademark Guidelines and/or section 3.3, 3.4, 4 and 10 shall be regarded as a material breach of the Agreement, which entitles Trustpilot to terminate the Agreement with immediate effect.
6.2 Consequences of the termination of the Agreement
Upon termination of the Agreement, the parties shall be discharged from any obligations under the Agreement.
In case of termination of the Agreement - no matter of which cause - the Customer shall be obligated to cease any use of the Trustpilot Service.
The Customer's unauthorized use of the Trustpilot Service can be prohibited by an injunctive relief without security.
If the Agreement is terminated for cause due to the Customer's material breach, Trustpilot shall be entitled to announce the termination including the reasons for termination and the consequences hereof.
The Customer shall indemnify Trustpilot against any loss or damage suffered or incurred by Trustpilot as a result of any third party claim that (a) the use of any content provided by the Customer (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law, the Guidelines or the Trademark Guidelines or (b) Trustpilot's use of Consumer data in accordance with this Agreement is in breach of the Data Protection Requirements.
The use of the Trustpilot Service is the responsibility of the Customer. The Trustpilot Service is supplied 'as is' and may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. Trustpilot shall not be held liable for the general applicability or availability of the Trustpilot Service.
The Customer shall not be entitled to claim damages for (i) any loss of profits, contracts, turnover, business, business opportunity, loss or corruption of data or recovery of data, goodwill, security breach resulting from a failure of third party telecommunications and/or the internet, anticipated savings or revenue (regardless of whether any of these is direct, indirect or consequential) (ii) any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential) or (iii) any indirect or consequential loss or damage whatsoever.
As the trial use of the Trustpilot Service is free of charge, Trustpilot's total aggregate liability (including without limitation, liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty) arising from or in connection with the Agreement shall for any and all actionable circumstances be zero or limited as much as possible according to applicable law.
Nothing in the Agreement excludes or limits either party's liability matters which cannot be excluded or limited under applicable law.
The Customer shall not be entitled to transfer its rights or obligations under the Agreement to any third party with-out prior written consent from Trustpilot.
Trustpilot shall be entitled to transfer the Agreement to a third party. Trustpilot shall notify the Customer of such transfer.
"Trustpilot Designs" shall only be used in accordance with the Agreement or upon prior consent from Trustpilot. Dur-ing the term of the Agreement, the Customer is entitled to use Trustpilot Designs in its sales promotion materials and on its website in accordance with the Trademark Guidelines and this Agreement, unless otherwise determined and notified to the Customer by Trustpilot. Any other use of the Trustpilot Designs, including but not limited to use of Trustpilot Designs in TV commercials, is only permitted upon prior written consent from Trustpilot. The Trademark Guidelines is available online on Trustpilot's website and contains information to the Customer about which Trustpilot Designs the Customer may use, how Trustpilot Designs shall be displayed and in what context. The Customer shall be obligated to comply with the Trademark Guidelines in force at any time. Trustpilot Designs are available on http://b2b.trustpilot.com.
Unless otherwise specified in the Agreement, any content on the Trustpilot Service is the property of Trustpilot and shall be protected in accordance with the applicable copyright and other legislation.
Pursuant to the Agreement, the Customer shall have a right to display reviews of the Customer on the Customer's website.
The parties are mutually obliged not to reveal the contents of the Agreement to any third parties and to keep confidential other pieces of information that the parties may have exchanged regarding their undertakings or business relationships. Information, which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.
The confidentiality statement also applies after the termination of the Agreement no matter the cause of the termination.
The duty of confidentiality does not include information which is already published or publicly known unless the publication is due to a disregard of the confidentiality obligations laid down in the Agreement. The duty of confidentiality does not hinder the publication of information that is required by applicable law.
The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement shall not affect the continuation in force of the remainder of the section (if any) and the Agreement.
The Agreement contains the entire agreement between the Customer and Trustpilot regarding the use of the Trustpilot Service, and shall supersede all prior agreements between the parties in relation to the same.
The following sections shall survive expiration or termination of this Agreement; Sections 7, 8, 10, 11, 15 and any other section that by its nature is intended to survive expiration or termination.
The Agreement and any disputes relating to or accruing from the Agreement shall be governed by Danish law. Any disputes relating to or accruing from the Agreement and the Customer's use of Trustpilot's services shall be settled in the city court of Copenhagen in the first instance.
The following guidelines (hereinafter referred to as the "Guidelines") shall apply for any use by the Customer of Trustpilot's products and services.
When inviting Consumers to submit reviews the Customer is be obligated to observe the following mandatory rules:
a) The Customer shall ensure that all Consumers are invited equally and identically to submit a review regarding their purchase experience. This also applies when review invitations are emailed to several previous Consumers by way of Trustpilot's Kickstart Review Service.
b) The Customer may not invite selected Consumers to submit a review; the Customer shall invite all or no one.
c) The invitation to submit a review shall be unbiased and independent of whether the Consumer is expected to have had a positive or negative experience in connection with her/his purchase at the Customer.
d) The language in the invitation to submit a review shall be neutral and e.g. without any attempts to (i) influence the Consumer in a positive or negative direction or (ii) attract specific types of Consumers.
e) The invitation shall include a link leading the Consumer directly to Trustpilot's review form.
The Customer is encouraged to use the default text suggested by Trustpilot in the Review Invitation Service. If the Customer makes any changes in Trustpilot's default text, the Customer is obligated to ensure that the changes are in accordance with the above instructions. If Trustpilot deems that the text in the review invitation does not comply with the instructions, Trustpilot shall at any time and immediately be entitled to insert its default text in the review invitation and notify the Customer hereof.
If the Customer offers considerations or rewards to its Consumers for submitting a review, the consideration shall not be conditioned by a submission of a positive or negative review of the Customer, and it shall expressly be informed to the Consumer that the consideration is not conditioned by a positive or negative review.
Reviews submitted without using the Review Invitation Service may be subject to an order-ID validation to support the validity. Order-ID validation may be enabled by contacting Trustpilot support: email@example.com. Order-id validation does not provide retroactive validation of reviews posted prior to its activation.
If the Customer establishes that invalid order numbers are used in connection with submitting reviews, the Customer shall be obligated to inform Trustpilot hereon without undue delay.
The Customer shall be entitled to use Trustpilot's logos, graphics and trademarks (hereinafter referred to as "Trustpilot Designs") as specified in the Trademark Guidelines in its sales promotion materials and on its website, as long as the Customer has a valid license hereto. Any other use of Trustpilot Designs, including but not limited to use of Trustpilot Designs in TV commercials, is only permitted upon prior written consent from Trustpilot. Trustpilot Designs are available on http://b2b.trustpilot.com.
If the Customer displays the TrustScore and/or Trustpilot Stars on the Customer's website the Customer shall ensure that the displayed TrustScore and Trustpilot Stars are always accurate and reflects the Customer's actual awarded number of Trustpilot Stars and TrustScore on Trustpilot's website.